Bunge Limited (BG) 10-Q 10 Aug 09 2009 Q2 Quarterly report Financial data

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $)
In Millions, except Per Share data	3 Months Ended Jun. 30, 2009	3 Months Ended Jun. 30, 2008	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
Statements of Income
Net sales	$10,994	$14,365	$20,192	$26,834
Cost of goods sold	(10,582)	(12,914)	(19,645)	(24,516)
Gross profit	412	1,451	547	2,318
Selling, general and administrative expenses	(309)	(460)	(603)	(862)
Interest income	40	54	76	102
Interest expense	(66)	(90)	(133)	(188)
Foreign exchange gains	320	258	301	265
Other income (expense) - net	(1)	(9)	(8)	(12)
Income from operations before income tax	396	1,204	180	1,623
Income tax expense	(79)	(337)	(45)	(454)
Income from operations after income tax	317	867	135	1,169
Equity in earnings of affiliates	5	(7)	11	13
Net income	322	860	146	1,182
Net income attributable to noncontrolling interest	(9)	(109)	(28)	(142)
Net income attributable to Bunge	313	751	118	1,040
Convertible preference share dividends	(20)	(20)	(39)	(39)
Net income available to Bunge common shareholders	$293	$731	$79	$1,001
Earnings to Bunge common shareholders	2.4	6.01	0.65	8.24
Earnings to Bunge common shareholders	2.28	5.45	0.64	7.56
Dividends per common share	0.21	0.19	0.4	0.36

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Jun. 30, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	$489	$1,004
Trade accounts receivable (less allowance of $197 and $164)	2,098	2,350
Inventories (Note 3)	6,690	5,653
Deferred income taxes	321	268
Other current assets (Note 4)	3,728	3,901
Total current assets	13,326	13,176
Property, plant and equipment, net	4,584	3,969
Goodwill (Note 5)	376	325
Other intangible assets, net	114	107
Investments in affiliates	781	761
Deferred income taxes	978	864
Other non-current assets	1,649	1,028
Total assets	21,808	20,230
Current liabilities:
Short-term debt	1,035	473
Current portion of long-term debt	294	78
Trade accounts payable	3,361	4,158
Deferred income taxes	104	104
Other current liabilities (Note 6)	3,096	3,261
Total current liabilities	7,890	8,074
Long-term debt	3,921	3,032
Deferred income taxes	145	132
Other non-current liabilities	942	864
Shareholders' equity:
Common shares, par value $.01; authorized - 400,000,000 shares; issued and outstanding: 2009 - 122,036,920 shares, 2008 - 121,632,456 shares	1	1
Additional paid-in capital	2,857	2,849
Retained earnings	3,852	3,844
Accumulated other comprehensive loss	(152)	(811)
Total Bunge shareholders' equity	8,111	7,436
Noncontrolling interest	799	692
Total equity	8,910	8,128
Total liabilities and shareholders' equity	21,808	20,230
Mandatory convertible preference shares
Shareholders' equity:
Preference shares	863	863
Convertible perpetual preference shares
Shareholders' equity:
Preference shares	$690	$690

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL DISCLOSURES (USD $)
In Millions, except Share data	Jun. 30, 2009	Dec. 31, 2008
Trade accounts receivable allowance of $197 and $164 (in dollars)	$197	$164
Common shares, par value (in dollars per share)	0.01	0.01
Common shares authorized (in shares)	400,000,000	400,000,000
Common shares issued (in shares)	122,036,920	121,632,456
Common shares outstanding (in shares)	122,036,920	121,632,456
Mandatory convertible preference shares
Preference shares, par value (in dollars per share)	0.01	0.01
Preference shares authorized (in shares)	862,500	862,500
Preference shares issued (in shares)	862,455	862,455
Preference shares outstanding (in shares)	862,455	862,455
Preference shares liquidation preference (in dollars per share)	$1,000	$1,000
Convertible perpetual preference shares
Preference shares, par value (in dollars per share)	0.01	0.01
Preference shares authorized (in shares)	6,900,000	6,900,000
Preference shares issued (in shares)	6,900,000	6,900,000
Preference shares outstanding (in shares)	6,900,000	6,900,000
Preference shares liquidation preference (in dollars per share)	$100	$100

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	3 Months Ended Jun. 30, 2009	3 Months Ended Jun. 30, 2008	6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
OPERATING ACTIVITIES
Net income	$322	$860	$146	$1,182
Adjustments to reconcile net income to cash used for operating activities:
Foreign exchange gain on debt			(359)	(295)
Impariment of assets				5
Bad debt expense			23	50
Depreciation, depletion and amortization			200	227
Stock-based compensation expense			16	40
Recoverable taxes provision			37	(9)
Deferred income taxes			(104)	22
Equity in earnings of affiliates	(5)	7	(11)	(13)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable			361	(658)
Inventories			(528)	(2,362)
Prepaid commodity purchase contracts			(211)	38
Secured advances to suppliers			257	169
Trade accounts payable			(1,111)	924
Advances on sales			21	111
Unrealized net loss (gain) on derivative contracts			213	(208)
Margin deposits			(279)	(82)
Accrued liabilities			(69)	55
Other - net			(356)	321
Cash used for operating activities			(1,754)	(483)
INVESTING ACTIVITIES
Payments made for capital expenditures			(346)	(372)
Investments in affiliates				(79)
Acquisitions of businesses (net of cash acquired)			(19)	(19)
Related party loans			(19)	(48)
Proceeds from investments			60	2
Proceeds from disposal of property, plant and equipment			5	28
Change in restricted cash			(28)
Cash used for investing activities			(347)	(488)
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less			364	(42)
Proceeds from short-term debt with maturities greater than 90 days			784	1,143
Repayments of short-term debt with maturities greater than 90 days			(625)	(294)
Proceeds from long-term debt			2,857	1,353
Repayment of long-term debt			(1,754)	(1,032)
Proceeds from sale of common shares			1	30
Dividends paid to preference shareholders			(39)	(42)
Dividends paid to common shareholders			(46)	(41)
Dividends paid to noncontrolling interest			(8)	(63)
Other			(3)
Cash provided by financing activities			1,531	1,012
Effect of exchange rate changes on cash and cash equivalents			55	78
Net (decrease) increase in cash and cash equivalents			(515)	119
Cash and cash equivalents, beginning of period			1,004	981
Cash and cash equivalents, end of period	$489	$1,100	$489	$1,100

3_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (USD $)
In Millions, except Share data	Convertible Preference Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interest	Total
Beginning balance (in shares) at Dec. 31, 2007	7,762,500	121,225,963
Beginning balance at Dec. 31, 2007	$1,553	$1	$2,760	$2,962	$669	$752	$8,697
Net income				1,040		142	1,182
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax					520	80
Unrealized gains on commodity futures and foreign exchange contracts, net of tax					27
Unrealized investment gains (losses), net of tax					(5)
Reclassification of realized net losses (gains) to net income, net of tax					(11)
Total comprehensive income					531	80	611
SFAS No. 158 measurement date adjustment, net of tax benefit				(4)			(4)
Dividends on common shares				(41)			(41)
Dividends on preference shares				(52)			(52)
Dividends paid to noncontrolling interest on subsidiary common stock						(65)	(65)
Capital contribution from noncontrolling interest			13			(33)	(20)
Stock-based compensation expense			39				39
Issuance of common shares: stock options and award plans, net of shares withheld for taxes			4				4
Issuance of common shares: stock options and award plans, net of shares withheld for taxes (in shares)		370,497
Ending balance at Jun. 30, 2008	1,553	1	2,816	3,905	1,200	876	10,351
Ending balance (in shares) at Jun. 30, 2008	7,762,500	121,596,460
Beginning balance (in shares) at Mar. 31, 2008	7,762,500
Beginning balance at Mar. 31, 2008	1,553
Other comprehensive income (loss):
Ending balance at Jun. 30, 2008	1,553
Ending balance (in shares) at Jun. 30, 2008	7,762,500
Beginning balance (in shares) at Dec. 31, 2008	7,762,455	121,632,456
Beginning balance at Dec. 31, 2008	1,553	1	2,849	3,844	(811)	692	8,128
Net income				118		28	146
Other comprehensive income (loss):
Foreign exchange translation adjustment, net of tax					596	101
Unrealized gains on commodity futures and foreign exchange contracts, net of tax					32
Unrealized investment gains (losses), net of tax					2
Reclassification of realized net losses (gains) to net income, net of tax					33	(2)
Pension adjustment, net of tax					(4)	(6)
Total comprehensive income					659	93	752
Dividends on common shares				(71)			(71)
Dividends on preference shares				(39)			(39)
Dividends paid to noncontrolling interest on subsidiary common stock						(17)	(17)
Return of capital to noncontrolling interest						(43)	(43)
Capital contribution from noncontrolling interest						41	41
Consolidation of subsidiary						5	5
Purchase of additional shares in subsidiary from noncontrolling interest			(4)				(4)
Stock-based compensation expense			16				16
Issuance of common shares: stock options and award plans, net of shares withheld for taxes			(4)				(4)
Issuance of common shares: stock options and award plans, net of shares withheld for taxes (in shares)		404,464
Ending balance at Jun. 30, 2009	1,553	1	2,857	3,852	(152)	799	8,910
Ending balance (in shares) at Jun. 30, 2009	7,762,455	122,036,920
Beginning balance (in shares) at Mar. 31, 2009	7,762,455
Beginning balance at Mar. 31, 2009	1,553
Other comprehensive income (loss):
Ending balance at Jun. 30, 2009	$1,553
Ending balance (in shares) at Jun. 30, 2009	7,762,455

4_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY PARENTHETICAL DISCLOSURES (USD $)
In Millions	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Comprehensive Income (Loss)	Total
Foreign exchange translation adjustment, tax expense		$0	$0
Unrealized gains on commodity futures and foreign exchange contracts, tax expense		13	13
Unrealized investment gains (losses), tax expense (benefit)		(2)	(2)
Reclassification of realized net losses (gains) to net income, tax expense (benefit)		(7)	(7)
SFAS No. 158 measurement date adjustment, tax benefit	2			2
Foreign exchange translation adjustment, tax expense		0	0
Unrealized gains on commodity futures and foreign exchange contracts, tax expense		12	12
Unrealized investment gains (losses), tax expense (benefit)		1	1
Reclassification of realized net losses (gains) to net income, tax expense (benefit)		18	18
Pension adjustment, tax benefit			$5

BASIS OF PRESENTATION

BASIS OF PRESENTATION
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Bunge Limited and its subsidiaries (Bunge) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Form10-Q and Article10 of RegulationS-X of the Securities Exchange Act of 1934, as amended (Exchange Act). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The consolidated balance sheet at December31, 2008 has been derived from Bunges audited consolidated financial statements at that date. Operating results for the three and six months ended June30, 2009 are not necessarily indicative of the results to be expected for the year ending December31, 2009. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December31, 2008, forming part of Bunges 2008 Annual Report on Form 10-K included in Bunges Current Report on Form8-K filed with the Securities and Exchange Commission (SEC) on June4, 2009. Reclassifications Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. See Note 2 Adoption of New Accounting Pronouncements of the notes to the condensed consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
NEW ACCOUNTING PRONOUNCEMENTS	2. NEW ACCOUNTING PRONOUNCEMENTS Adoption of New Accounting Pronouncements In May2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.165, Subsequent Events (SFAS No.165). SFAS No.165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued (for public companies) or are available to be issued. SFAS No.165 defines two types of subsequent events, recognized or nonrecognized, and requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date (i.e., the date the financial statements were issued or available to be issued). SFAS No.165 is effective prospectively for interim or annual financial periods ending after June15, 2009. Bunge adopted SFAS No.165 prospectively for its quarter ended June30, 2009. As of August10, 2009, the date of issuance of Bunges condensed consolidated financial statements as of and for the three and six months ended June30, 2009, Bunge did not have significant subsequent events or transactions that require disclosure. In April2009, the FASB issued FASB Staff Position (FSP) No.FAS 157-4, Determining the Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP No.FAS 157-4), FSP No.FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP No.FAS 107-1 and APB 28-1), and FSP No.FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP No.FAS 115-2 and FAS 124-2). FSP No.FAS 157-4 provides additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability within the scope of SFAS No.157, Fair Value Measurements, and also provides additional guidance on circumstances which may indicate that a transaction is not orderly (emphasizing that an orderly transaction is not a forced transaction, such as a liquidation or distressed sale). FSP FAS No.157-4 amends SFAS No.157 to require interim disclosures of the inputs and valuation techniques used to measure fair value reflecting changes in the valuation techniques and related inputs, if any, on an interim basis applicable to items measured on a recurring and nonrecurring basis. FSP No.FAS 157-4 is effective prospectively for interim and annual reporting periods ending after June15, 2009. Bunges adoption of FSP No.FAS 157-4 did not have a material impact on its condensed consolidated financial statements. FSP No.FAS 107-1 and APB 28-1 extends the requirements of SFAS No.107, Disclosures about Fair Value of FinancialInstruments (SFAS No.107) to interim financial statements of publicly-traded companies. Prior to FSP No.FAS 107-1 andAPB28-1,fair values for these assets and liabilities were only disclosed once a year. FSP No.FAS 107-1 and APB 28-1 requires that disclosures provide qualitative and quantitative information on fair value estimates for all financial

INVENTORIES

INVENTORIES
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
INVENTORIES	3. INVENTORIES Inventories consist of the following: (US$in millions) June30, 2009 December31, 2008 Agribusiness Readily marketable inventories at fair value (1) $4,264 $2,619 Fertilizer (2) 1,467 1,875 Edible oils (3) 424 444 Milling (3) 112 113 Other (4) 423 602 Total $6,690 $5,653 (1) Readily marketable inventories are agricultural commodities inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. (2) Fertilizer inventories carried at lower of cost or market. (3) Includes readily marketable inventories at fair value in the aggregate amount of $80million and $122million at June30, 2009 and December31, 2008, respectively. (4) Agribusiness inventories carried at lower of cost or market.

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
OTHER CURRENT ASSETS	4. OTHER CURRENT ASSETS Other current assets consist of the following: (US$in millions) June30, 2009 December31, 2008 Prepaid commodity purchase contracts (1) $381 $115 Secured advances to suppliers (2) 209 423 Unrealized gain on derivative contracts 1,340 1,810 Recoverable taxes (3) 474 518 Margin deposits 580 301 Marketable securities 20 14 Other 724 720 Total $3,728 $3,901 (1) Prepaid commodity purchase contracts represent advance payments for obligations to producers for future delivery of specified quantities of agricultural commodities. Prepaid commodity purchase contracts are recorded at fair value based on market prices of the underlying agricultural commodities. (2) Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and other agricultural commodities, to finance a portion of the suppliers production costs. These advances are strictly financial in nature. Bunge does not bear any of the costs or risks associated with the related growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate and settle when the farmers crop is harvested and sold. In addition to current secured advances, Bunge has non-current secured advances to suppliers, primarily farmers in Brazil, in the amount of $243 million and $253million at June30, 2009 and December31, 2008, respectively, that are included in other non-current assets in the condensed consolidated balance sheets. The repayment terms of the non-current secured advances generally range from two to three years. Included in the secured advances to suppliers recorded in other current assets are advances that were renegotiated from their original terms, equal to an aggregate of $43million and $46 million at June30, 2009 and December31, 2008, respectively. Included in the secured advances to suppliers recorded in other non-current assets are advances that were renegotiated from their original terms, equal to an aggregate of $14 million and $33million at June30, 2009 and December31, 2008, respectively. These renegotiated advances are largely collateralized by a farmers future crops and a mortgage on the land, buildings and equipment. Also included in non-current secured advances to suppliers are advances for which Bunge has initiated legal action to collect the outstanding balance, equal to an aggregate of $211 million and $182 million at June30, 2009 and December31, 2008, respectively. The allowance for uncollectible advances totaled $54 million and $37 million at June30, 2009 and December31, 2008, respectively. Interest earned on secured advances to suppliers of $9 million and $10million for the three months ended June30, 2009 and 2008, respectively, and $25million and $23million for the six months ended June30, 2009 and 2008, respectively, is included in net sales in the condensed consolidated statements of income. (3) Bunge has an additional recoverable taxes balance of $766million and $266million at June30, 2009 and December31, 2008, respectively, which is included i

GOODWILL

GOODWILL
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
GOODWILL	5. GOODWILL At June30, 2009, the changes in the carrying value of goodwill by segment are as follows: (US$in millions) Agribusiness Edible Oil Products Milling Products Total Balance, December31, 2008 $269 $37 $19 $325 Acquired goodwill Allocation of acquired goodwill Tax benefit on goodwill amortization (1) (3 ) (3 ) Foreign exchange translation 52 (2 ) 4 54 Balance, June30, 2009 $318 $35 $23 $376 (1) Bunges Brazilian subsidiarys tax deductible goodwill is in excess of its book goodwill. For financial reporting purposes, the tax benefits attributable to the excess tax goodwill are first used to reduce associated goodwill and then other intangible assets to zero, prior to recognizing any income tax benefit in the condensed consolidated statements of income.

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
OTHER CURRENT LIABILITIES	6. OTHER CURRENT LIABILITIES Other current liabilities consist of the following: (US$in millions) June30, 2009 December31, 2008 Accrued liabilities $1,057 $1,110 Unrealized loss on derivative contracts 1,607 1,775 Advances on sales 282 261 Other 150 115 Total $3,096 $3,261

FINANCIAL INSTRUMENTS AND FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS	7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Bunges various financial instruments include certain components of working capital such as cash and cash equivalents, trade accounts receivable and trade accounts payable. Additionally, Bunge uses short- and long-term debt to fund operating requirements and derivative instruments to manage its foreign exchange, interest rate, commodity price, freight and energy cost exposures. Bunge also uses derivative instruments to reduce volatility in its income tax expense that results from foreign exchange gains and losses on certain U.S. dollar denominated loans in Brazil. Cash and cash equivalents, trade accounts receivable and accounts payable and short-term debt are stated at their carrying value, which is a reasonable estimate of fair value. For long-term debt, see Note 8 of the notes to the condensed consolidated financial statements. All derivative instruments and marketable securities are stated at fair value. Adoption of SFAS No.161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No.133 Effective January1, 2009, Bunge adopted SFAS No.161, which amends SFAS No.133 by expanding the disclosure requirements. The disclosure provisions of SFAS No.161 apply to all entities with derivative instruments subject to SFAS No.133 and also apply to related hedged items and other instruments that are designated and qualify as hedging instruments. SFAS No.161 requires an entity to disclose how and why it uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS No.133; and how derivative instruments and related hedged items affect the entitys financial position, financial performance, and cash flows. Entities are required to provide tabular disclosures of the location, by line item, of amounts of gains and losses reported in the statement of income. Adoption of SFAS No.157, Fair Value Measurements Effective January1, 2008, Bunge adopted SFAS No.157. In February2008, the FASB issued FSP No.FAS157-2, Effective Date of SFAS No.157 (FSP No.FAS157-2). FSP No.FAS157-2 delayed the effective date of SFAS No.157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP No.FAS157-2 became effective for Bunge upon adoption of SFAS No.157 on January1, 2008, and Bunge is required to disclose all non-financial assets and non-financial liabilities that are carried at fair value beginning January1, 2009. SFAS No.157 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in Bunges principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Bunge determines the fair values of its readily marketable inventories, derivative contracts, and certain other assets based on the fair value hierarchy established in SFAS No.157, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measurin

SHORT- AND LONG-TERM DEBT

SHORT- AND LONG-TERM DEBT
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
SHORT- AND LONG-TERM DEBT	8. SHORT- AND LONG-TERM DEBT Revolving credit facilities In June2009, Bunge entered into (i)a syndicated $645 million, 364-day revolving credit agreement (the 364-day credit agreement) and (ii)a syndicated $1 billion, three-year revolving credit agreement (the three-year credit agreement and, together with the 364-day credit agreement, the credit agreements) with a number of lending institutions. The 364-day credit agreement matures on June2, 2010 and the three-year credit agreement matures on June1, 2012. The credit agreements replaced (i)the $850 million revolving credit agreement that was scheduled to mature on November17, 2009 and (ii)the $850 million revolving credit agreement that was scheduled to mature on June29, 2009, each of which was terminated in accordance with its respective terms on June3, 2009. Amounts due under the terminated credit agreements on the date of termination were repaid with the proceeds of its initial borrowings under the credit agreements. Borrowings under the credit agreements will bear interest at LIBOR plus the applicable margin (defined below) or the alternate base rate then in effect plus the applicable margin minus 1.00%. The margin applicable to either a LIBOR or alternate base rate borrowing will be based on the greater of (i)a per annum floor rate that varies between 2.00% and 4.50% under the 364-day credit agreement and between 3.00% and 5.50% under the three-year credit agreement, each based generally on the credit ratings of Bunges senior long-term unsecured debt and (ii)a per annum rate calculated as a percentage of the Markit CDX.NA.IG Series12 five-year credit default swap index (or successor index thereof) that varies between 85% and 175% each based generally on the credit ratings of Bunges senior long-term unsecured debt. Amounts under the credit agreements that remain undrawn are subject to a commitment fee payable quarterly on the average undrawn portion of the respective credit agreement at rates ranging from 0.375% to 1.00% under the 364-day credit agreement and from 0.75% to 2.00% under the three-year credit agreement, each varying based on the credit ratings of Bunges senior long-term unsecured debt. Senior notesIn June2009, Bunge completed the sale of $600million aggregate principal amount of unsecured senior notes (senior notes), which bear interest at 8.50% per year. The senior notes will mature on June15, 2019. The senior notes were issued by Bunges 100%-owned finance subsidiary, Bunge Limited Finance Corp., and are fully and unconditionally guaranteed by Bunge Limited. Interest on the senior notes is payable semi-annually in arrears in Juneand Decemberof each year, commencing in December2009. Bunge used the net proceeds of this offering, of approximately $595million, after deducting underwriters commissions and offering expenses, to repay outstanding indebtedness. The fair value of Bunges long-term debt is based on interest rates currently available on comparable maturities to companies with credit standing similar to Bunge. The carrying amounts and fair value of long-term debt are as follows: June30, 2009 December31, 2008 (US$inmillions) CarryingValue Fai

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
RELATED PARTY TRANSACTIONS	9. RELATED PARTY TRANSACTIONS Bunge purchased soybeans, related soybean commodity products and other commodity products and fertilizer products from its unconsolidated joint ventures, which totaled $376 million and $263 million for the three months ended June30, 2009 and 2008, respectively, and $519 million and $526 million for the six months ended June30, 2009 and 2008, respectively. Bunge also sold soybean commodity products and other commodity products to these joint ventures, which totaled $191 million and $55 million for the three months ended June30, 2009 and 2008, respectively, and $319 million and $109 million for the six months ended June30, 2009 and 2008. Bunge believes these transactions are recorded at values similar to those with third parties.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
EMPLOYEE BENEFIT PLANS	10. EMPLOYEE BENEFIT PLANS U.S.-PensionBenefits ThreeMonthsEnded June 30, Foreign-PensionBenefits ThreeMonthsEnded June 30, (US$inmillions) 2009 2008 2009 2008 Service cost $3 $3 $1 $1 Interest cost 6 5 9 9 Expected return on plan assets (6 ) (5 ) (10 ) (10 ) Recognized prior service cost 1 1 Recognized net loss (1 ) Net periodic benefit cost $4 $3 $(1 ) $1 U.S.-PensionBenefits SixMonthsEnded June 30, Foreign-PensionBenefits SixMonthsEnded June 30, (US$inmillions) 2009 2008 2009 2008 Service cost $6 $6 $2 $2 Interest cost 11 10 18 18 Expected return on plan assets (11 ) (10 ) (19 ) (19 ) Recognized prior service cost 1 1 1 Recognized net gain (loss) 1 (2 ) Net periodic benefit cost $8 $7 $(1 ) $2 U.S.- PostretirementBenefits ThreeMonthsEnded June30, Foreign- PostretirementBenefits ThreeMonthsEnded June30, (US$inmillions) 2009 2008 2009 2008 Service cost $ $ $ $1 Interest cost 1 1 2 Recognized net loss Net periodic benefit cost $1 $1 $2 $1 U.S.- PostretirementBenefits SixMonthsEnded June30, Foreign- PostretirementBenefits SixMonthsEnded June30, (US$inmillions) 2009 2008 2009 2008 Service cost $ $ $ $1 Interest cost 1 1 4 1 Recognized net loss Net periodic benefit cost $ 1 $1 $4 $2 In the six months ended June30, 2009, Bunge made contributions to its U.S. defined benefit pension plans totaling approximately $28 million and to its foreign defined benefit pension plans totaling approximately $4 million. In the six months ended June30, 2008, Bunge made contributions totaling approximately $6 million to its U.S. defined benefit pension plans and approximately $4 million to its foreign defined benefit pension plans. In the six months ended June30, 2009, Bunge made contributions totaling approximately $1 million and $3 million to its U.S. and to its foreign postretirement benefit plans, respectively. In the six months ended June30, 2008, Bunge made contributions totaling approximately $1 million and $2 million to its U.S. and to its foreign postretirement benefit plans, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Bunge is party to a large number of claims and lawsuits, primarily tax and labor claims in Brazil, arising in the normal course of business. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes probable and can be reasonably estimated. After taking into account the liabilities recorded for the foregoing matters, management believes that the ultimate resolution of such matters will not have a material adverse effect on Bunges financial condition, results of operations or liquidity. Included in other non-current liabilities at June30, 2009 and December31, 2008 are the following accrued liabilities: (US$inmillions) June30, 2009 December31, 2008 Tax claims $138 $156 Labor claims 93 78 Civil and other claims 107 97 Total $338 $331 Tax Claims The tax claims relate principally to claims against Bunges Brazilian subsidiaries, including primarily value-added tax claims (ICMS, IPI, PIS and COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. Labor Claims The labor claims relate principally to claims against Bunges Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits. Civil and Other The civil and other claims relate to various disputes with suppliers, customers and other third parties. GuaranteesBunge has issued or was a party to the following guarantees at June30, 2009: (US$inmillions) Maximum PotentialFuture Payments Customer financing (1) $150 Unconsolidated affiliates financing (2) 45 Total $195 (1) Bunge has issued guarantees to third parties in Brazil related to amounts owed these third parties by certain of Bunges customers. The terms of the guarantees are equal to the terms of the related financing arrangements, which are generally one year or less, with the exception of guarantees issued under certain Brazilian government programs, primarily from 2006, where remaining terms are up to five years. In the event that the customers default on their payments to the third parties and Bunge would be required to perform under the guarantees, Bunge has obtained collateral from the customers. At June30, 2009, Bunge had approximately $96 million of tangible property that had been pledged to Bunge as collateral against certain of these refinancing arrangements. Bunge evaluates the likelihood of the customer repayments of the amounts due under these guarantees based upon an expected loss analysis and records the fair value of such guarantees as an obligation in its consolidated financial statements. The fair value of these guarantees at June30, 2009 was not significant. (2) In March2009, Bunge issued a guarantee to a financial institution related to a loan made to one of its U.S. biofuels joint ventures. The term of the guarantee is 18 months, which is equal to the term of the related financing. In

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
COMPREHENSIVE INCOME	12. COMPREHENSIVE INCOME The following table summarizes the components of comprehensive income: Three Months Ended June 30, Six Months Ended June 30, (US$inmillions) 2009 2008 2009 2008 Net income $322 $860 $146 $1,182 Other comprehensive (loss) income: Foreign exchange translation adjustment, net of tax expense 785 494 697 600 Unrealized gains on commodity futures and foreign exchange contractsdesignated as cash flow hedges, net of tax expense of $(4), $(12) (2009) and $(13), $(13)(2008) 18 22 32 27 Unrealized gains (losses) on investments, net of tax of $(1), $(1)(2009) and $1, $2(2008) 2 (1 ) 2 (5 ) Reclassification of realized net losses (gains) to net income, net of taxof$19, $18 (2009) and$(3), $(7)(2008) 32 (5 ) 31 (11 ) Pension adjustment, net of tax benefit of $5 (10 ) Total comprehensive income 1,159 1,370 898 1,793 Less: Comprehensive income attributable to noncontrolling interest (120) (164 ) (121 ) (222 ) Total comprehensive income attributable to Bunge $1,039 $1,206 $777 $1,571

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
EARNINGS PER COMMON SHARE	13. EARNINGS PER COMMON SHARE Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding, excluding any dilutive effects of stock options, restricted stock unit awards, convertible preference shares and convertible notes during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include additional shares from the assumed exercise of stock options, restricted stock unit awards and convertible securities and notes, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options, except those that are not dilutive, were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. In addition, Bunge accounts for the effects of convertible securities and convertible notes, using the if-converted method. Under this method, the convertible securities and convertible notes are assumed to be converted and the related dividend or interest expense, net of tax is added back to earnings, if dilutive. Bunge has 862,455 mandatory convertible preference shares outstanding as of June30, 2009. Each mandatory convertible preference share has a liquidation preference of $1,000 per share. On the mandatory conversion date of December1, 2010, each mandatory convertible preference share will automatically convert into between 8.2246 and 9.7051 of Bunge Limited common shares, subject to certain specified anti-dilution adjustments, depending on the average daily volume-weighted average price per common share over the 20-trading day period ending on the third trading day prior to such date. At any time prior to December1, 2010, holders may elect to convert the mandatory convertible preference shares at the conversion rate of 8.2246, subject to certain specified anti-dilution adjustments (which represents 7,093,347 Bunge Limited common shares as of June30, 2009). In addition, Bunge has 6,900,000 convertible perpetual preference shares outstanding as of June30, 2009. Each convertible preference share has an initial liquidation preference of $100 per share and each convertible preference share is convertible, at any time at the holders option into approximately 1.0861 Bunge Limited common shares based on a conversion price of $92.0704 per convertible preference share, subject in each case to certain specified anti-dilution adjustments (which represents 7,494,090 Bunge Limited common shares as of June30, 2009). The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June30, 2009 and 2008: Three MonthsEnded June30, SixMonthsEnded June30, (US$inmillions,exceptforsharedata) 2009 2008 2009 2008 Net income attributable to Bunge $313 $751 $118 $1,040 Convertible preference share dividends (20 ) (20 ) (39 ) (39 ) Net income available to common shareholders $293 $731 $7

TRANSFERS

TRANSFERS (TO) FROM NONCONTROLLING INTERESTS
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
TRANSFERS (TO) FROM NONCONTROLLING INTERESTS	14. TRANSFERS (TO) FROM NONCONTROLLING INTERESTS In the six months ended June30, 2009, certain third party investors in a private investment fund consolidated by Bunge redeemed their shares in the fund. The shares were valued at $43 million and represented 51% of the outstanding shares of the fund and 100% of the ownership interest of these investors in the fund. Additionally, the investors received $8 million of dividends, which represented their share of the cumulative earnings of the fund. This transaction resulted in Bunges ownership interest in the fund increasing from 16% at December31, 2008 to 31% at June30, 2009. During the six months ended June30, 2009, certain of Bunges Brazilian subsidiaries, which are primarily involved in its sugar business, received approximately $36 million in capital contributions from noncontrolling interests. Bunge made proportionate capital contributions to these subsidiaries, which resulted in no ownership percentage change. In the second quarter of 2009, Bunge entered into a joint venture to build and operate a grain terminal in Longview, Washington, U.S. Bunge has a 51% controlling interest in the joint venture. Bunge received $9 million of capital contributions from the noncontrolling interests, of which $5 million was the initial noncontrolling equity interest upon consolidation by Bunge of this joint venture. In the six months ended June30, 2008, Bunge recorded a capital contribution of $13million in additional paid-in capital as a result of a final purchase price adjustment relating to the merger of its subsidiaries in Poland. In the merger, Bunge exchanged 18% of the stock of one of its subsidiaries for additional ownership interests in certain non-wholly owned subsidiaries and affiliates, resulting in consolidation of all of these entities by Bunge.

SEGMENT INFORMATION

SEGMENT INFORMATION
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Financial Statements
SEGMENT INFORMATION	15. SEGMENT INFORMATION Bunge has four reportable segments agribusiness, fertilizer, edible oil products and milling products that are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. The agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The activities of the fertilizer segment include raw material mining, mixing fertilizer components and marketing products. The edible oil products segment involves the manufacturing and marketing of products derived from vegetable oils. The milling products segment involves the manufacturing and marketing of products derived primarily from wheat and corn. The Other column in the following table contains the reconciliation between the totals for reportable segments and Bunge consolidated totals, which consists primarily of corporate items not allocated to the operating segments or inter-segment eliminations. Transfers between the segments are generally valued at market. The revenues generated from these transfers are shown in the following table as Inter-segment revenues. Operating Segment Information (US$inmillions) Agribusiness Fertilizer EdibleOil Products Milling Products Other(1) Total Three Months Ended June30, 2009 Net sales to external customers $8,304 $841 $1,472 $377 $ $10,994 Intersegment revenues 817 2 41 4 (864 ) Gross profit (loss) 505 (212 ) 83 36 412 Foreign exchange gains (losses) 138 183 (1 ) 320 Equity in earnings of affiliates 1 1 2 1 5 Noncontrolling interest (3 ) (5 ) (1 ) (9 ) Other income (expense) - net 4 (2 ) (3 ) (1 ) Segment EBIT (2) 448 (53 ) 10 14 419 Depreciation, depletion and amortization (49 ) (34 ) (17 ) (5 ) (105 ) Three Months Ended June30, 2008 Net sales to external customers $9,879 $1,785 $2,250 $451 $ $14,365 Intersegment revenues 2,541 78 7 (4 ) (2,622 ) Gross profit 745 521 105 80 1,451 Foreign exchange gains 165 92 1 258 Equity in earnings of affiliates (7 ) 3 (6 ) 3 (7 ) Noncontrolling interest (21 ) (132 ) (2 ) 46 (109 ) Other income (expense) - net (21 ) (1 ) 13 (9 ) Segment EBIT (2) 614 393 15 56 1,078 Depreciation, depletion and amortization (51 ) (44 ) (20 ) (4 ) (119 ) (US$inmillions) Agribusiness Fertilizer EdibleOil Products Milling Products Other(1) Total Six Months Ended June30, 2009 Net sales to external customers $14,937 $1,540 $2,962 $753 $ $20,192 Intersegment revenues 1,710 11 73 16 (1,810 ) Gro

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION (USD $)
	6 Months Ended Jun. 30, 2009	Aug. 03, 2009	Jun. 30, 2008
Document and Entity Information
Entity Registrant Name	Bunge Limited
Entity Central Index Key	0001144519
Document Type	10-Q
Document Period End Date	2009-06-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$12,940,000,000
Entity Common Stock, Shares Outstanding		122,060,670